Exhibit
10.2


 


THE BANK HOLDINGS


 


INCENTIVE STOCK OPTION AGREEMENT


 


This Incentive Stock
Option Agreement (the “Agreement”) is made and entered into as of the 18th  day of September, 2003, by and between The Bank
Holdings, a Nevada corporation (the “Holding Company”), and John N. Donovan (“Optionee”);


 


WHEREAS, pursuant to The
Bank Holdings Stock Option Plan (the “Plan”), a copy of which is attached
hereto, the Board of Directors of the Holding Company has authorized granting
to Optionee, an incentive stock option to purchase all or any part of Five Thousand (5,000) authorized but
unissued shares of the Holding Company’s common stock for cash at the price of Eleven Dollars and No Cents ($11.00)
per share, such option to be for the term and upon the terms and conditions
hereinafter stated;


 


NOW, THEREFORE, it is
hereby agreed:


 


1.                                      Grant
of Option.  Pursuant to said
action of the Board of Directors and pursuant to authorizations granted by all
appropriate regulatory and governmental agencies, the Holding Company hereby
grants to Optionee the option to purchase, upon and subject to the terms and
conditions of the Plan, which is incorporated in full herein by this reference,
all or any part of Five Thousand, (5,000)
shares of the Holding Company’s common stock (hereinafter called “Common
Stock”) at the price of Eleven
Dollars and No Cents ($11.00) per share, which price is not less
than one hundred percent (100%) of the fair market value of the Common Stock
(or not less than 110% of the fair market value for Optionee-shareholders who
own more than ten percent (10%) of the total combined voting power of all
classes of Common Stock of the Holding Company) as of the date of action of the
Board of Directors, granting this option.


 
















 


2.                                      Exercisability.  This option shall be exercisable as to:


 


	
  1,000
  Shares

  	
   

  	
  Upon
  Grant, September 18, 2003

  
	
  1,000
  Shares

  	
   

  	
  After
  September 18, 2004

  
	
  1,000
  Shares

  	
   

  	
  After
  September 18, 2005

  
	
  1,000
  Shares

  	
   

  	
  After
  September 18, 2006

  
	
  1,000
  Shares

  	
   

  	
  After
  September 18, 2007

  



 


This option shall remain exercisable
as to all of such shares until September 18,
2013, (but not later than ten (10) years from the date this option
is granted) unless this option has expired or terminated earlier in accordance
with the provisions hereof.  Shares as to
which this option becomes exercisable pursuant to the foregoing provision may
be purchased at any time prior to expiration of this option.


 


3.                                      Exercise
of Option.  This option may be
exercised by written notice delivered to the Holding Company stating the number
of shares with respect to which this option is being exercised, together with
cash or qualifying shares of the Holding Company’s stock, as applicable, in the
amount of the purchase price of such shares. 
Not less than one (1) share may be purchased at any one time, and in no
event may the option be exercised with respect to fractional shares.  Upon exercise, Optionee shall make
appropriate arrangements and shall be responsible for the payment of any
federal and state taxes then due.


 


4.                                      Cessation
of Employment.  Except as
provided in Paragraphs 2 and 5 hereof, if Optionee shall cease to be an
employee of the Holding Company or a subsidiary corporation for any reason
other than Optionee’s death or disability [as defined in Section 22(e)(3)
of the Internal Revenue Code of 1986, as amended from time to time (the
“Code”)], this option shall expire three (3) months thereafter.  During the three (3) month period this option
shall be exercisable only as to those installments, if any, which had accrued
as of the date when the Optionee ceased to be an employee of the Holding
Company or a subsidiary corporation.


 


5.                                      Termination
of Employment for Cause.  If
Optionee is an employee of the Holding Company or a subsidiary corporation and
if Optionee’s employment with the Holding Company or a subsidiary corporation
is terminated for cause, this option shall expire immediately, unless
reinstated by the Board of Directors within thirty (30) days of such


 


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termination by giving written
notice of such reinstatement to Optionee at his or her last known address.  In the event of such reinstatement, Optionee
may exercise this option only to such extent, for such time, and upon such
terms and conditions as if Optionee had ceased to be an employee of the Holding
Company or a subsidiary corporation upon the date of such termination for a
reason other than cause, death or disability. 
Termination for cause shall include, but not be limited to, termination
for malfeasance or gross misfeasance in the performance of duties or conviction
of a crime involving moral turpitude, and, in any event, the determination of
the Board of Directors with respect thereto shall be final and conclusive.


 


6.                                      Nontransferability;
Death or Disability of Optionee.  This option shall not be transferable except
by will or by the applicable laws of descent and distribution and shall be
exercisable during Optionee’s lifetime only by Optionee.  If Optionee dies while serving as an employee
of the Holding Company or a subsidiary corporation, or during the three (3)
month period referred to in Paragraph 4 hereof, this option shall expire one
(1) year after the date of Optionee’s death or on the day specified in
Paragraph 2 hereof, whichever is earlier. 
After Optionee’s death but before such expiration, the persons to whom
Optionee’s rights under this option shall have passed by will or by the
applicable laws of descent and distribution or the executor or administrator of
Optionee’s estate shall have the right to exercise this option as to those
shares for which installments had accrued under Paragraph 2 hereof as of the
date on which Optionee ceased to be an employee of the Holding Company or a
subsidiary corporation.


 


If Optionee terminates
his or her employment because of disability, Optionee may exercise this option
to the extent he or she is entitled to do so at the date of termination, at any
time within one (1) year of the date of termination, or before the expiration
date specified in Paragraph 2 hereof, whichever is earlier.


 


7.                                      Employment.  This Agreement shall not obligate the Holding
Company or a subsidiary corporation to employ Optionee for any period, nor
shall it interfere in any way with the right of the Holding Company or a
subsidiary corporation to reduce Optionee’s compensation.


 


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8.                                      Privileges
of Stock Ownership.  Optionee
shall have no rights as a shareholder with respect to the Holding Company’s
stock subject to this option until the date of issuance of stock certificates
to Optionee.  Except as provided in the
Plan, no adjustment will be made for dividends or other rights for which the
record date is prior to the date such stock certificates are issued.


 


9.                                      Modification
and Termination.  The rights of
Optionee are subject to modification and termination upon the occurrence of
certain events as provided in Sections 13 and 14 of the Plan.


 


10.                               Notification
of Sale.  Optionee agrees that
Optionee, or any person acquiring shares upon exercise of this option, will
notify the Holding Company not more than five (5) days after any sale or other
disposition of such shares.  No shares
issuable upon the exercise of this option shall be issued and delivered unless
and until the Holding Company has fully complied with all applicable
requirements of any regulatory agency having jurisdiction over the Holding
Company, and all applicable requirements of any exchange upon which stock of
the Holding Company may be listed.


 


11.                               Notices.  Any notice to the Holding Company provided
for in this Agreement shall be addressed to it in care of its President at its
main office and any notice to Optionee shall be addressed to Optionee’s address
on file with the Holding Company or a subsidiary corporation, or to such other
address as either may designate to the other in writing.  Any notice shall be deemed to be duly given
if and when enclosed in a properly sealed envelope and addressed as stated
above and deposited, postage prepaid, with the United States Postal
Service.  In lieu of giving notice by
mail as aforesaid, any written notice under this Agreement may be given to
Optionee in person, and to the Holding Company by personal delivery to its
President.


 


12.                               Incentive
Stock Option.  This Agreement is
intended to be an incentive stock option agreement as defined in
Section 422 of the Code.


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.


 


 


	
  OPTIONEE

  	
  THE BANK HOLDINGS

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/
  John N. Donovan

  	
   

  	
  By

  	
  /s/
  Hal Giomi

  	
   

  
	
   

  	
   John N. Donovan

  	
  Hal
  Giomi, Chairman & Chief Executive Officer

  
						



 


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